UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
For the fiscal year ended December 31, 2005
OR
q | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
For the transition period from to
Commission File Number 1-7564
DOW JONES & COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 13-5034940 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
200 LIBERTY STREET, NEW YORK, NEW YORK | 10281 | ||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(212) 416-2000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock $1.00 par value | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
Class B Common Stock $1.00 par value |
(Title of class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No q
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes q No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No q
Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. q
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer x | Accelerated filer q | Non-accelerated filer q |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes q No x
The aggregate market value of the voting common equity held by non-affiliates as of June 30, 2005 (the last business day of the registrant’s most recently completed second fiscal quarter) was $1,924,000,000, based on the closing price for the Company’s common stock on the New York Exchange on such date. The numbers of shares outstanding of each of the registrant’s classes of common stock on January 31, 2006 were: 62,686,374 shares of Common Stock and 20,466,562 shares of Class B Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
The definitive proxy statement relating to the registrant’s Annual Meeting of Stockholders, to be held April 19, 2006, is incorporated by reference in Part III to the extent described therein.
EXPLANATORY NOTE
The Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2005, on March 6, 2006. This Amendment No. 1 on Form 10-K/A is being filed to correct the signature page thereto. No other changes have been made. This amendment speaks as of the date of the original report, March 6, 2006, and does not reflect events occurring after the filing of such report or update or modify the disclosures therein in any way other than as described above.
Set forth below is the amended signature page to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005:
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DOW JONES & COMPANY, INC. | ||||
(Registrant) | ||||
Date: | March 6, 2006 | By: | /s/ Robert Perrine | |
Robert Perrine | ||||
Chief Accounting Officer and Controller |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Peter R. Kann | Chairman of the Board | March 6, 2006 | ||
Peter R. Kann | ||||
/s/ Richard F. Zannino | Chief Executive Officer | March 6, 2006 | ||
Richard F. Zannino | ||||
/s/ Christopher W. Vieth | Vice President | March 6, 2006 | ||
Christopher W. Vieth | Chief Financial Officer | |||
/s/ M. Peter McPherson | Director | March 6, 2006 | ||
M. Peter McPherson | ||||
/s/ Frank N. Newman | Director | March 6, 2006 | ||
Frank N. Newman | ||||
/s/ Harvey Golub | Director | March 6, 2006 | ||
Harvey Golub | ||||
Signature | Title | Date | ||
/s/ Christopher Bancroft | Director | March 6, 2006 | ||
Christopher Bancroft | ||||
/s/ Irvine O. Hockaday Jr. | Director | March 6, 2006 | ||
Irvine O. Hockaday Jr. | ||||
/s/ Elizabeth Steele | Director | March 6, 2006 | ||
Elizabeth Steele | ||||
/s/ Lewis B. Campbell | Director | March 6, 2006 | ||
Lewis B. Campbell | ||||
/s/ William C. Steere Jr. | Director | March 6, 2006 | ||
William C. Steere Jr. | ||||
/s/ James H. Ottaway Jr. | Director | March 6, 2006 | ||
James H. Ottaway Jr. | ||||
/s/ David K. P. Li | Director | March 6, 2006 | ||
David K. P. Li | ||||
/s/ Dieter von Holtzbrinck | Director | March 6, 2006 | ||
Dieter von Holtzbrinck | ||||
/s/ Leslie Hill | Director | March 6, 2006 | ||
Leslie Hill | ||||
/s/ Vernon E. Jordan Jr. | Director | March 6, 2006 | ||
Vernon E. Jordan Jr. | ||||
/s/ Eduardo Castro-Wright | Director | March 6, 2006 | ||
Eduardo Castro-Wright | ||||
/s/ Michael B. Elefante | Director | March 6, 2006 | ||
Michael B. Elefante | ||||
/s/ John M. Engler | Director | March 6, 2006 | ||
John M. Engler |
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized.
DOW JONES & COMPANY, INC. | ||||
(Registrant) | ||||
Date: | March 9, 2006 | By: | /s/ Robert Perrine | |
Robert Perrine | ||||
Chief Accounting Officer and Controller |
